Common use of Customization Clause in Contracts

Customization. ICP shall customize all Customized Programming and the Customized Site for AOL Members as follows: (a) ICP shall customize and co-brand the Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 by displaying on each page of the Customized Site framing, branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property on Exhibit A. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen of XXX.xxx or Netscape Netcenter, ICP shall display a C-frame (i.e., side navigation/menu bars, headers and footers), branding for and links to such AOL Property, and other navigational and promotional spaces, each in accordance with AOL's standards for such AOL Property. ICP shall make any changes to the customization and/or co-branding of the Customized Site to conform to the standard requirements of any AOL Property or otherwise requested by AOL during the Term; provided that any such change shall not increase the portion of the Customized Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A for such AOL Property or the standard C-frame for such AOL Property as of the Effective Date, as applicable. (b) ICP shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Aggregation Page, Team Pages, Stars [*] Portions have been omitted pursuant to a confidential treatment request. Aggregation Page, and Stars Page of the Customized Site and Customized Programming), or (iii) otherwise in violation of the applicable AOL Property's then-standard advertising policies. ICP shall ensure that all Advertisements sold by ICP or its agents comply with all applicable federal, state and local laws and regulations. (c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided by a third party, provided that such tools and technology are not branded by such third party and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP shall host the Team Aggregation Page and Stars Aggregation Page of the Customized Programming under a domain name co-branded with the applicable AOL Property as follows: xxxxxxxxxxxxx.xxx.xxx and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxx. Within all other AOL Properties, ICP shall host the Team Aggregation Page, the Team Page, the Stars Aggregation Page and the Stars Page under a domain name co-branded with the applicable AOLProperty as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx and all other pages within the Customized Site may have domain names such as xxxxxxxx.xxxxxxxxxxxxx.xxx. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*]. For pages appearing on an ICP URL, AOL will use commercially reasonable efforts, including [*], to help ICP receive [*].

Customization. ICP In addition to any customization requirements set forth elsewhere herein, HS shall customize all Customized Programming and the Customized Site Sites for AOL Members Users as follows: (a) ICP HS shall customize and co-brand the each Customized Site, including a Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 by displaying on each page of the Customized Site framingClassifieds, branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property on Exhibit A. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen of XXX.xxx or Netscape Netcenter, ICP shall display a C-frame (i.e., side navigation/menu bars, headers and footers), branding for and links to such AOL Property, and other navigational and promotional spaces, each in accordance with AOL's standards specifications for such AOL Property. ICP shall make any changes to the customization and/or co-branding as they may be modified and generally applicable to similarly situated AOL partners from time to time, for each AOL Property on which each Customized Site is promoted. HS shall integrate tools, technologies and functionality on any Customized Site in accordance with the provisions of Section 2.5. AOL shall provide a header and footer to HS for use on the Customized Site to conform to the standard requirements of any AOL Property or otherwise requested by AOL during the Term; provided Sites that any such change shall not increase the portion of is as wide as the Customized Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A for such AOL Property or the standard C-frame for such AOL Property as of the Effective Date, as applicableSites require. (b) ICP Notwithstanding anything to the contrary, HS shall ensure that AOL Members accessing that: (i) the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Sites and Customized Programming do not receive advertisements(a) directly promote, promotions advertise, market or links distribute the products, services or content of any other Interactive Service, or (ib) violate any standard written AOL policy on advertising or promotion made available to HS and as generally --------------- [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 8 CONFIDENTIAL applied (e.g., with respect to objectionable content (e.g., illegal or illicit, inappropriate for any entity reasonably construed to be in competition with AOL or the applicable AOL Propertyminors, etc.)); (ii) the Customized Programming does not directly promote, advertise, market or distribute any products or services in a any category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies in accordance with the lists provided to the Team Aggregation Page, Team Pages, Stars [*] Portions have been omitted HS pursuant to a confidential treatment request. Aggregation Page, and Stars Page of the Customized Site and Customized Programming), or Section 1.4.1; and (iii) otherwise in violation of the applicable Customized Programming will not use or display any pop-up Advertising during the Term, and no pop-up advertising will be displayed to any AOL Property's then-standard advertising policies. ICP shall ensure that all Advertisements sold by ICP User on any page linked to directly from Promotions or its agents comply with all applicable federal, state and local laws and regulationsthe Customized Programming . (c) Within HS shall host all pages of the Customized Site, ICP shall use and/or feature solely AOL's tools Sites under a URL address co-branded with the applicable Customized Site and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services AOL Property (e.g., Shop@AOL and local contentxxx.xx.xxx, xxxxxxxx.xx.xxx, etc.) ("AOL Tools"). If any in such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided by a third party, provided - - manner that such tools and technology are not branded by such third party and no links or promotions HS receives traffic credit for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding pages. HS and/or AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP shall host the Team Aggregation Page and Stars Aggregation Page all pages of the Customized Programming under a domain name URL address co-branded with the applicable Customized Site and AOL Property in such a manner that AOL receives traffic credit for such pages provided, however, that HS may elect to use a different URL for pages of Customized Programming hosted by HS so long as follows: xxxxxxxxxxxxx.xxx.xxx and HS takes all other necessary steps to ensure that AOL receives traffic credit for all pages within of Customized Programming (e.g., without limitation, by sending a letter to each of the traffic reporting agencies stating that AOL shall receive traffic credit for such pages). (d) Upon the expiration or earlier termination of this Agreement, unless the Parties otherwise agree, HS (i) shall discontinue hosting the Customized Site will have Sites under the co-branded domain names with applicable ICP Property extension name, and (ii) for a period of twelve (12) months thereafter, host a jump page under each such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxxco-branded domain name. Within all other AOL Properties, ICP The design of such jump page shall host be mutually agreed to by the Team Aggregation Page, the Team Page, the Stars Aggregation Page and the Stars Page under a domain name Parties. The jump page shall be co-branded with each Party's brands and shall contain prominent navigation to both the applicable AOLProperty as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx Generally Available Site and all an area(s) of the AOL Network, or other pages within Content area(s), selected by AOL in its reasonable discretion and related in subject matter to the Content contained on the Customized Site Sites. (e) Except for the customization requirements set forth in this Section 4.2, HS reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the Customized Sites at any time. In the event such modifications materially and adversely affect the user interface of the Customized Sites, HS shall promptly provide written notice to AOL of the proposed modifications. Within thirty (30) days of HS' written notice, AOL shall provide written notice to HS of either (i) its acceptance of the proposed modifications or (ii) its rejection of the proposed modifications, together with a written statement of the reasons AOL rejects the proposed modifications as adversely affecting the user interface the Customized Sites. AOL's failure to so respond within thirty (30) days shall be deemed acceptance. AOL's approval of a proposed modification shall not be unreasonably withheld. In the event that AOL rejects a proposed modification offered by HS pursuant to this Section 4.2(e), HS and AOL shall attempt, in good faith, to resolve the matter informally within fifteen (15) days. In the event the Parties are unable to resolve the matter informally, either Party may have domain names commence the arbitration provisions of this Agreement; provided, however, that any such as xxxxxxxx.xxxxxxxxxxxxx.xxx. AOL will use commercially reasonable efforts dispute that is not presented to have the Management Committee and, if necessary, to arbitration pursuant to Section VII --------------- [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. of Exhibit D for traffic on final and binding resolution within ninety (90) days of HS' written notice of the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including proposed modification shall be waived by providing any necessary [*], to help ICP [*]. For pages appearing on an ICP URL, AOL will use commercially reasonable efforts, including [*], to help ICP receive [*]AOL.

Customization. ICP In addition to any customization requirements set forth elsewhere herein, HS shall customize all Customized Programming and the Customized Site Sites for AOL Members Users as follows: (a) ICP HS shall customize and co-brand the each Customized Site, including a Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 by displaying on each page of the Customized Site framingClassifieds, branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property on Exhibit A. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen of XXX.xxx or Netscape Netcenter, ICP shall display a C-frame (i.e., side navigation/menu bars, headers and footers), branding for and links to such AOL Property, and other navigational and promotional spaces, each in accordance with AOL's standards ’s specifications for such AOL Property. ICP shall make any changes to the customization and/or co-branding as they may be modified and generally applicable to similarly situated AOL partners from time to time, for each AOL Property on which each Customized Site is promoted. HS shall integrate tools, technologies and functionality on any Customized Site in accordance with the provisions of Section 2.5. AOL shall provide a header and footer to HS for use on the Customized Site to conform to the standard requirements of any AOL Property or otherwise requested by AOL during the Term; provided Sites that any such change shall not increase the portion of is as wide as the Customized Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A for such AOL Property or the standard C-frame for such AOL Property as of the Effective Date, as applicableSites require. (b) ICP Notwithstanding anything to the contrary, HS shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links that: (i) the Customized Programming and Customized Sites do not (a) directly promote, advertise, or market any Interactive Service, or (b) violate any standard written AOL policy on advertising or promotion made available to HS and as generally applied (e.g., with respect to objectionable content (e.g., illegal or illicit, inappropriate for any entity reasonably construed to be in competition with AOL or the applicable AOL Propertyminors, etc.)); (ii) the Customized Programming does not directly promote, advertise, market or distribute any products or services in a any category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies in accordance with the lists provided to the Team Aggregation Page, Team Pages, Stars [*] Portions have been omitted HS pursuant to a confidential treatment request. Aggregation Page, and Stars Page of the Customized Site and Customized Programming), or Section 1.5.1; and (iii) otherwise in violation of the applicable Customized Programming will not use or display any pop-up Advertising during the Term, and no pop-up advertising will be displayed to any AOL Property's then-standard advertising policies. ICP shall ensure that all Advertisements sold by ICP User on any page linked to directly from Promotions or its agents comply with all applicable federal, state and local laws and regulationsthe Customized Programming. (c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided by a third party, provided that such tools and technology are not branded by such third party and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP HS shall host the Team Aggregation Page and Stars Aggregation Page all pages of the Customized Programming Sites under a domain name URL address co-branded with the applicable Customized Site and AOL Property as follows: xxxxxxxxxxxxx.xxx.xxx and all other pages within (e.g., axx.xx.xxx, nxxxxxxx.xx.xxx, etc.) in such a manner that HS receives traffic credit for such pages. (d) Upon the expiration or earlier termination of this Agreement, unless the Parties otherwise agree, HS (i) shall discontinue hosting the Customized Site will have Sites under the co-branded domain names with applicable ICP Property extension name, and (ii) for a period of twelve (12) months thereafter, host a jump page under each such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxxco-branded domain name. Within all other AOL Properties, ICP The design of such jump page shall host be mutually agreed to by the Team Aggregation Page, the Team Page, the Stars Aggregation Page and the Stars Page under a domain name Parties. The jump page shall be co-branded with each Party’s brands and shall contain prominent navigation to both the applicable AOLProperty as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx Generally Available Site and all an area(s) of the AOL Network, or other pages within Content area(s), selected by AOL in its reasonable discretion and related in subject matter to the Content contained on the Customized Site Sites. (e) Except for the customization requirements set forth in this Section 4.2, HS reserves the right to redesign or modify the organization, structure, “look and feel,” navigation and other elements of the Customized Sites at any time. In the event such modifications materially and adversely affect the user interface of the Customized Sites, HS shall promptly provide written notice to AOL of the proposed modifications. Within thirty (30) days of HS’ written notice, AOL shall provide written notice to HS of either (i) its acceptance of the proposed modifications or (ii) its rejection of the proposed modifications, together with a written statement of the reasons AOL rejects the proposed modifications as adversely affecting the user interface the Customized Sites. AOL’s failure to so respond within thirty (30) days shall be deemed acceptance. AOL’s approval of a proposed modification shall not be unreasonably withheld. In the event that AOL rejects a proposed modification offered by HS pursuant to this Section 4.2(e), HS and AOL shall attempt, in good faith, to resolve the matter informally within fifteen (15) days. In the event the Parties are unable to resolve the matter informally, either Party may have domain names commence the arbitration provisions of this Agreement; provided, however, that any such as xxxxxxxx.xxxxxxxxxxxxx.xxx. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating dispute that is not presented to the Customized Site or Customized Programming which appear on an AOL URLManagement Committee and, AOL will use commercially reasonable efforts, including by providing any necessary [*]if necessary, to help ICP [*]. For pages appearing on an ICP URL, AOL will use commercially reasonable efforts, including [*], arbitration pursuant to help ICP receive [*]Section VII • of Exhibit D for final and binding resolution within ninety (90) days of HS’ written notice of the proposed modification shall be waived by AOL.

Customization. ICP shall customize all Customized Programming and the Customized Site and Customized Programming for AOL Members as follows: (a) ICP shall customize and co-brand the Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 using AOL's design guideline templates and co-branding requirements, including by (x) displaying on each page of the Customized Site framingframing (e.g., branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property on Exhibit A. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen of XXX.xxx or Netscape Netcenter, ICP shall display a C-frame (i.e.frame, side navigation/menu bars, headers and footers), ) of size and type determined by AOL and which contain branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to such the applicable AOL Property, a search box and/or promotional spaces to be programmed by AOL, and other navigational (y) matching the look and promotional spacesfeel of the applicable AOL Property on the Customized Site. In addition, each in accordance ICP shall comply with AOL's standards for such AOL Property. any customization and co-branding requirements set forth on Exhibit A. ICP shall make any changes to the customization and/or co-branding of the Customized Site to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the Term; provided that any such change shall not increase the portion of the Customized Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A for such AOL Property or the standard C-frame for such AOL Property as of the Effective Date, as applicable. (b) ICP shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Aggregation Page, Team Pages, Stars [*] Portions have been omitted pursuant to a confidential treatment request. Aggregation PagePages, and Stars Page of the Customized Site and Customized ProgrammingExtreme Main Page), or (iii) otherwise in violation of the applicable AOL Property's then-then- standard advertising policies. ICP shall ensure that all Advertisements sold by ICP or its agents comply with all applicable federal, state and local laws and regulations. (c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided by a third party[*], provided that such tools and technology are not branded by such third party [*] and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP shall host the Main Teams Page, Team Aggregation Page Aggregate Screens, Main Stars Page, Stars Aggregate Screens and Stars Aggregation the Extreme Main Page of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: xxxxxxxxxxxxx.xxx.xxx and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxx. Within all other AOL Properties, ICP shall host the Team Aggregation PagePages, Stars Pages and Extreme Online Area of the Team Page, the Stars Aggregation Page Customized Programming and the Stars Page Customized Site under a domain name co-branded with the applicable AOLProperty AOL Property as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx and all other pages within the Customized Site may have domain names such as xxxxxxxx.xxxxxxxxxxxxx.xxx. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP receive [*] and ICP shall used [*].

Customization. ICP shall customize all Customized ICP Programming and the Customized ICP Internet Site for AOL Members as follows: (a) The ICP Internet Site shall be a [ * ] ICP shall customize and co-brand the Customized ICP Internet Site and Customized ICP Programming for distribution over the AOL Properties listed in Exhibit A-1 using AOL's design guideline templates and co-branding requirements, including by displaying on each page of the Customized Site framing(x) [ * ] and (y) [ * ] In addition, ICP shall comply with any customization and co-branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property requirements set forth on Exhibit A. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen of XXX.xxx or Netscape Netcenter, ICP shall display a C-frame (i.e., side navigation/menu bars, headers and footers), branding for and links to such AOL Property, and other navigational and promotional spaces, each in accordance with AOL's standards for such AOL Property. ICP shall make any reasonable changes to the customization and/or co-branding of the Customized ICP Internet Site and ICP Programming to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the Term; provided that any such change shall not increase the portion of the Customized Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A for such AOL Property or the standard C-frame for such AOL Property as of the Effective Date, as applicable. (b) ICP shall ensure that AOL Members accessing the Customized Site and/or Customized ICP Programming or linking to any the ICP Interactive Internet Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Aggregation Page, Team Pages, Stars [*] Portions have been omitted pursuant to a confidential treatment request. Aggregation Page, and Stars Page of the Customized Site and Customized Programming)relationship, or (iii) otherwise in violation of the applicable AOL Property's then-standard advertising policiespolicies in each case solely to the extent that ICP has been [*] conflicts and policies in writing by AOL. ICP shall ensure that all Advertisements sold by ICP or its agents comply with all applicable federal, state and local laws and regulations. (c) Within the Customized SiteICP Internet Site and ICP Programming, ICP shall use and/or feature solely (and AOL shall provide and grant to ICP, free of charge, all rights necessary to use) AOL's tools and technology ("AOL TOOLS") for the following all community and communications utilities and functionality: functionality (including, without limitation, chat, message boards, web page community services such as AOL Hometown, IP telephony, email, address book, web-based greeting cards and instant messaging); any registration or similar processes permitted hereunder; navigation services (e.g., chatsearch and directory products, classified listings, white pages and yellow pages); personalization services (e.g., Suitcase, hosting, data exchange, personalized news service, calendaring (including "click-to-add event" functionality associated therewithpersonal finance services and calendaring), web page community services, message boards, and ; commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any ; audio and video streaming technology and content; and such AOL Tool is not made available for use on the Customized Site within other tools as may be necessary to provide a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools level of service and technology provided by a third party, provided that such tools and technology are not branded by such third party and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over functionality comparable to the corresponding AOL Tool once such AOL Tool is made available. In addition, Primary Site or as may be mutually agreed upon by the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOLParties. (d) Within the AOL Service, ICP shall may host the Team Aggregation Page and Stars Aggregation Page all pages of the Customized Programming ICP Internet Site under a domain name the following co-branded with the applicable AOL Property as followsdomain name: xxxxxxxxxxxxx.xxx.xxx and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxx. Within all other AOL Properties, ICP shall host the Team Aggregation Page, the Team Page, the Stars Aggregation Page and the Stars Page under a domain name co-branded with the applicable AOLProperty as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx and all other pages within the Customized Site may have domain names such as xxxxxxxx.xxxxxxxxxxxxx.xxx. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*]. For pages appearing on an ICP URL, AOL will use commercially reasonable efforts, including [*], to help ICP receive [*]aol.xxxx.xxx.

Customization. ICP YellowBrix shall customize all Customized Programming and the Customized Site for AOL Members as follows: (a) ICP YellowBrix shall customize and co-brand the Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 by displaying on each page of the Customized Site framing, branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property on the programming plan set forth on Exhibit A. A-2 and/or Exhibit H. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen (or a higher level screen) of XXX.xxx or Netscape Netcenter, ICP YellowBrix shall display a C-frame (i.e., side navigation/menu bars, headers and footers), branding for and links to such AOL PropertyNetscape Netcenter, and other navigational and promotional spaces, each in accordance with AOL's standards for such AOL PropertyNetscape Netcenter. ICP YellowBrix shall make any changes to the customization and/or co-branding of the Customized Site to conform to the standard requirements of any AOL Property or otherwise requested by AOL during the Term; provided that any such change shall not increase the portion of the Customized Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A * Confidential Treatment Requested H for such AOL Property or the standard C-frame for such AOL Property as of the Effective Date, as applicable. YellowBrix shall provide continuous navigational ability for AOL Members to return to an agreed-upon point on the applicable AOL property (for which AOL shall supply the proper address) from the Customized Site or Customized Programming (e.g., the point on the applicable AOL Property from which such site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format. (b) ICP YellowBrix shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Aggregation Page, Team Pages, Stars [*] Portions have been omitted pursuant to a confidential treatment request. Aggregation Page, and Stars Page of the Customized Site and Customized Programming)relationship, or (iii) otherwise in violation of the applicable AOL Property's then-standard advertising policies. ICP In addition, YellowBrix shall ensure that all Advertisements sold by ICP no promotions, advertisements or its agents comply with all applicable federal, state links for any Internet browser (other than Netscape browsers) appear within any Customized Programming displayed to AOL Members accessing Netscape Netcenter or within the version of the Customized Site that is customized and local laws and regulationsco-branded for Netscape Netcenter. (c) Within the Customized Site, ICP YellowBrix shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news servicepersonalization technology, calendaring (including "click-to-add event" functionality associated therewith)calendaring, web page community services, message boards, user groups and lists, and commerce/content aggregation services (e.g.services, Shop@AOL and local content) excluding the "product matching" tools provided by YellowBrix ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICPYellowBrix's request, ICP YellowBrix shall be permitted to utilize on the Customized Site similar tools and technology provided by a third party, provided that such tools and technology are not branded by such third party and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP YellowBrix will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, except as provided for herein, the Customized Site shall not (x) provide or promote any email service, service or (y) without AOL's prior written consent and unless otherwise provided for in this Agreement (including the Programming Plan in Exhibit A-2), use or feature the tools or technology of any Interactive Service other than AOL.. The Parties will apply commercially reasonable efforts to agree upon the terms of the integration, use and promotion of the AOL Tools within sixty (60) days after the date of execution of this Agreement (d) Within the AOL Service, ICP YellowBrix shall host the Team Aggregation Page and Stars Aggregation Page all pages of the Customized Site and Customized Programming under a domain name co-branded with Netscape Netcenter (i.e., yellxxxxxx.xxxxxxxx.xxx) xxd traffic to pages hosted on any such domain name shall be deemed to be AOL traffic. Upon the applicable AOL Property as follows: xxxxxxxxxxxxx.xxx.xxx and all other pages within expiration or earlier termination of this Agreement, unless the Parties otherwise agree, YellowBrix shall (i) discontinue hosting the Customized Site will have under the co-branded domain names with name, and (ii) for a period of [*] years thereafter, host a jump page under each such co-branded domain name. The design of such jump page shall be mutually agreed to by the Parties. In addition, such jump page shall be subject to all terms and conditions of this Agreement applicable ICP Property extension such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxx. Within all other AOL Propertiesto Customized Programming, ICP shall host the Team Aggregation Page, the Team Page, the Stars Aggregation Page and the Stars Page under a domain name be co-branded with each Party's brands and shall contain prominent navigation to both the applicable AOLProperty Generally Available Site (or, upon AOL's prior written approval, which approval shall not be unreasonably withheld, such other site as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx YellowBrix may designate and all other pages within the Customized Site may have domain names such as xxxxxxxx.xxxxxxxxxxxxx.xxx. AOL will use commercially reasonable efforts which site is not reasonably construed to have [*] for traffic on the Team Pages within be in competition with AOL) and an area(s) of the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*]. For pages appearing on an ICP URL, AOL will use commercially reasonable efforts, including [*], to help ICP receive [*].* Confidential Treatment Requested

Customization. ICP shall customize all Customized ICP Programming and the Customized ICP Internet Site for AOL Members Users as follows: (a) ICP shall customize and co-brand the Customized ICP Internet Site and Customized ICP Programming for distribution over the AOL Properties listed in Exhibit A-1 by displaying on each page of the Customized Site framingusing AOL's design guideline templates and co-branding requirements, branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property including any requirements set forth on Exhibit A. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen of XXX.xxx or Netscape Netcenter, ICP shall display a C-frame (i.e., side navigation/menu bars, headers and footers), branding for and links to such AOL Property, and other navigational and promotional spaces, each in accordance with AOL's standards for such AOL Property. ICP shall make any changes to the customization and/or co-branding of the Customized ICP Internet Site and ICP Programming to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the Term; provided that any such change shall not increase . In addition, the portion user interface of the Customized ICP Internet Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A for such AOL Property or the standard C-frame for such AOL Property as and ICP Programming and all design aspects of the Effective Date, as applicablescreens outside of the Res System shall be subject to AOL's approval. (b) ICP shall ensure host all pages of the Service to be hosted by ICP under a co-branded domain name (i.e., icp.xxx.xxx, icp.xxxxxxxx.xxx, xxp.xxxxxxxxxx.xxx, xxc.) and traffic to pages hosted on such domain name shall be deemed to be AOL traffic. ICP agrees that for the purpose of third party industry measurement metrics (such as Media Metrix and Relevant Knowledge), the traffic (i.e., page views) within such pages and sites shall be exclusively attributable to AOL; provided that AOL will work with ICP to enable third party industry measurement services to attribute credit for such traffic to ICP through a syndication report, or such other report developed by Media Metrix or other third party measurement service, in accordance with such measurement service's policies provided that AOL continues to receive primary credit for such traffic, including as necessary for ranking purposes. (c) ICP shall not take any action the result of which is to provide AOL Members accessing the Customized Site and/or Customized ICP Programming or linking to any the ICP Interactive Internet Site from the Customized Site with access to advertisements or Customized Programming do not receive advertisementspromotions of, promotions or links to, AOL Direct Competitors. ICP shall [***] not to take any action as a result of which AOL Members accessing the ICP Programming or linking to the ICP Internet Site receive or have access to advertisements or promotions of, or links to, (i) for any entity other parties that ICP should reasonably construed to be in competition know are competitive with AOL or the applicable AOL Propertyin AOL's core businesses (including any Interactive Service), (ii) in a category product categories in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Aggregation Page, Team Pages, Stars [*] Portions of which they have been omitted pursuant to a confidential treatment request. Aggregation Page, and Stars Page of the Customized Site and Customized Programming), informed ICP in writing or (iii) which are otherwise in violation of the applicable AOL Property's then-current standard advertising policiespolicies as provided to ICP in writing. ICP shall ensure have a period of [***] days from its receipt of written notice from AOL that all Advertisements sold by it is in breach or alleged breach of any provision of this Section 6.1(c) to cure such breach, provided that ICP acknowledges that AOL shall have the right to prevent AOL Members from receiving or its agents comply with all applicable federalaccessing such advertisements, state promotions and local laws and regulationslinks prior to the expiration of such [***] day period. (cd) ICP shall provide continuous navigational ability for AOL Members to return to an AOL-designated point on the applicable AOL Property from the ICP Internet Site or ICP Programming (which, at AOL's option, may be satisfied through the use of a hybrid browser format), which shall include links to AOL-designated areas from each tool and functionality within the ICP Internet Site and ICP Programming. ICP shall use its commercially reasonable best efforts to ensure that navigation back to the AOL Network from the ICP Internet Site, whether through a particular pointer or link, the "back" button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by ICP through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html pop-up window or any other similar device. Rather, such AOL traffic shall be pointed directly back to the AOL Network as designated by AOL. (e) Within the Customized ICP Programming and the ICP Internet Site, ICP shall shall, [***], use and/or feature solely AOL's "quick checkout" and "suitcase" tools and technology. To the extent ICP wishes to include any other tools and technology within the ICP Programming and the ICP Internet Site, including without limitation, real time instant messaging, calendaring, local content, and photograph services similar to AOL's You've Got Pictures service, chat and message boards, ICP shall, [***], use AOL's tools and technology for the following utilities all such products. The tools and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) (technology described in this subsection are referred to herein as "AOL Tools"). ." If any such AOL Tool it is not made available for [***] to use on AOL Tools within the Customized Site within a reasonable time upon ICP's requestICP Programming or ICP Internet Site, ICP shall not be permitted able to utilize on the Customized Site similar tools and technology provided by a third party, provided that such tools and technology are not branded by such third party and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote use any email service, or (y) use or feature the tools or technology competitive with the core functionality of the relevant AOL Tool within the ICP Internet Site or ICP Programming without AOL's prior written consent. In the event ICP uses any Interactive Service other than AOL. (d) Within the AOL ServiceTools, AOL and ICP shall host enter into a license agreement, to be mutually agreeable to both parties, pursuant to which AOL will license to ICP, on a [***], mutually agreed upon AOL Tools to be integrated into the Team Aggregation Page and Stars Aggregation Page of the Customized Programming under a domain name co-branded with the applicable AOL Property as follows: xxxxxxxxxxxxx.xxx.xxx and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxx. Within all other AOL Properties, ICP shall host the Team Aggregation Page, the Team Page, the Stars Aggregation Page and the Stars Page under a domain name co-branded with the applicable AOLProperty as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx and all other pages within the Customized Site may have domain names such as xxxxxxxx.xxxxxxxxxxxxx.xxxInternet Site. AOL will use commercially reasonable efforts be responsible for and will provide to have ICP all updates and fixes for the AOL Tools [***] for traffic on the Team Pages within the AOL Service so long to ICP, as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use bug fixes and updates are made commercially reasonable efforts, including by providing any necessary [*], to help ICP [*]. For pages appearing on an ICP URL, AOL will use commercially reasonable efforts, including [*], to help ICP receive [*]available.